License Agreement - Tommy Hilfiger Licensing Inc., Tommy Hilfiger Europe BV and Pepe Jeans London Corp.


                                                                  Conformed Copy


                     SECOND AMENDMENT TO LICENSE AGREEMENT
                            DATED FEBRUARY 1, 1997
                    BETWEEN TOMMY HILFIGER LICENSING, INC.
                      AND TOMMY HILFIGER EUROPE B.V. AND
                         PEPE JEANS LONDON CORPORATION


          AGREEMENT entered into this 8th day of May, 1998, by and among TOMMY
HILFIGER LICENSING, INC., having an address at 913 N. Market Street, Wilmington,
Delaware 19801 (hereinafter referred to as 'Licensor'), TOMMY HILFIGER EUROPE
B.V., having its offices at Atlanta Building, Stadhouderskade 6, 1054 ES
Amsterdam, The Netherlands (hereinafter referred to as 'Licensee'), and PEPE
JEANS LONDON CORPORATION, having its registered address at Craigmuir Chambers.
P.O. Box 71, Road Town, Tortola, British Virgin Islands (hereinafter referred to
as 'PJLC').

                                  WITNESSETH:

          WHEREAS, Licensor and PJLC entered into a license agreement dated
February 1, 1997, which license agreement was assigned, on June 1, 1997, by PJLC
to Licensee and thereafter was amended by the First Amendment thereto, dated
December 1, 1997 (as amended, the 'License Agreement'); and
 
          WHEREAS, Tommy Hilfiger Corporation, Tommy Hilfiger U.S.A., Inc.,
Tommy Hilfiger (Eastern Hemisphere) Limited and PJLC have entered into that
certain Stock Purchase Agreement, dated as of January 31, 1998 (the 'Stock
Purchase Agreement'); and
 
          WHEREAS, the Stock Purchase Agreement contemplates that the parties
hereto will amend the License Agreement effective as of the closing of the
transactions under the Stock Purchase Agreement.
 
          NOW, THEREFORE, the parties hereto, in consideration of the
consummation of the transactions contemplated by the Stock Purchase Agreement
and the mutual agreements herein contained and promises herein expressed, and
for other good and valuable consideration acknowledged by each of them to be
satisfactory and adequate, do hereby agree as follows:
 
          1. All capitalized terms used herein and not otherwise defined herein
 shall have the meanings assigned to such terms in the License Agreement.

          2. Paragraph 1.12 of the License Agreement shall be deleted in its
 entirety and replaced with the following:

 
                    '1.12  LICENSED PRODUCTS shall mean mens and boys
               sportswear, and mens, womens and childrens jeanswear and jeans
               related apparel (including womens and girls casualwear). In
               addition, Licensed Prroducts shall, to the extent permitted by
               Licensor from time to time, include accessories and other
               products which are produced by licensees of Licensor.'
 
          3. Paragraph 1.13 of the License Agreement shall be deleted in its
 entirety and replaced with the following:

                    '1.13  MANUFACTURED PRODUCTS shall mean Licensed Products
               which are manufactured by or for Licensee through sources
               approved by Licensor other than Tommy Hilfiger (Eastern
               Hemisphere) Limited ('THEH') and Tommy Hilfiger U.S.A., Inc.
               ('THUSA'), or any of their designated subsidiaries.'


          4. The second and third sentences of Subparagraph 2.12(a) of the
 License Agreement shall be deleted in their entirety and replaced with the
 following:

               'Licensee shall enter into exclusive buying office agreements
               with THEH and THUSA or their designated subsidiaries, for the
               purchases of Purchased Products.  Pursuant to such buying office
               agreements, Licensee shall pay to THEH or THUSA or such
               designated subsidiaries a buying office commission of   *   of
               the F.O.B. price of all Purchased Products.'

          5. Subparagraph 2.12(b) of the License Agreement shall be deleted in
 its entirety and replaced with the following:

                         '(b) In the event Licensee purchases Purchased Products
               (other than mens and boys sportswear, and mens, womens and
               childrens jeanswear and jeans related apparel (including womens
               and girls casualwear)) from a source other than Licensor or its
               designee, which shall in all events be a source approved by
               Licensor, Licensee shall pay to Licensor an administrative fee in
               the amount equal to   *   of the invoice price of all such
               Purchased Products.'

          6. The first two sentences of Subparagraph 2.12(c) of the License
 Agreement shall be deleted in their entirety and replaced with the following:

               'Licensee may only source Licensed Products directly, without
               THEH or THUSA or their designated subsidiaries, if the type of
               approved Licensed Product is not then being sourced by THEH or
               THUSA or such designated subsidiaries.  For example, if THEH or
               THUSA or 

*    This information has been omitted pursuant to a request for confidential 
     treatment filed with the Securities and Exchange Commission.

                                      -2-

 
               any of their designated subsidiaries are, at the applicable time,
               not in the business of sourcing tailored clothing through their
               sources approved by Licensor, then Licensee may source the
               tailored clothing through its sources approved by Licensor.'

            7. The chart following the second sentence of Paragraph 4.2 of the
  License Agreement shall be deleted in its entirety and replaced with the
  following:



               'Annual Period                     Minimum Sales Level
                -------------                     -------------------
                                                
               First                              *
               Second                             *
               Third                              *
               Fourth                             *
               Fifth                              *
               each Annual Period thereafter      *


            8. The chart following the second sentence of Subparagraph 5.2(a)
  of the License Agreement shall be deleted in its entirety and replaced with
  the following:



               'Annual Period                          Guaranteed Minimum Royalty
                -------------                          --------------------------
                                                     
               First                                   *
               Second                                  *
               Third                                   *
               Fourth                                  *
               Fifth                                   *
               each Annual Period thereafter           *


            9. The first sentence of Paragraph 7.2 of the License Agreement
  shall be deleted in its entirety and replaced with the following

               'Licensee agrees that, during each of the First and Second Annual
               Periods, it shall spend the greater of    *   or   *   of the
               actual Net Sales, and for each Annual Period thereafter, shall
               spend the greater of    *   of the Minimum Sales Level or   *
               of the Actual Net Sales for each such Annual Period, for direct
               media advertising of the Licensed Products not including any
               cooperative advertising, trade shows, sampling, or any other
               promotional or sales material normally produced for the sale of
               the Licensed Products (the 'Advertising Expenditure').'

*    This information has been omitted pursuant to a request for confidential 
     treatment filed with the Securities and Exchange Commission.

                                      -3-

 
            10.  Article 17 of the License Agreement shall be deleted in its
  entirety and replaced with the following:

               'ARTICLE 17. ASSIGNMENT AND TRANSFER

               17.1 NO ASSIGNMENT WITHOUT CONSENT. The license and rights
          granted to Licensee hereunder are personal in nature, and Licensee may
          not and shall not sell, transfer, lease, sublicense or assign this
          Agreement or its rights and interests hereunder, or any part hereof,
          by operation of law or otherwise, without the prior written consent of
          Licensor, which consent may be withheld by Licensor in its sole and
          absolute discretion, except that Licensor shall not unreasonably
          withhold its consent to an assignment or sublicense of this Agreement
          to Affiliates of Licensee.

               17.2 SALE OF ASSETS.  A sale or other transfer of all or
          substantially all of the assets of Licensee shall be deemed an
          assignment of Licensee's rights and interests under this Agreement to
          which the terms and conditions of Article 17.1 of this Agreement shall
          apply.

               17.3 ASSIGNMENT BY LICENSOR.  Licensor shall have a complete and
          unrestricted right to sell, transfer, lease or assign its rights and
          interests in this Agreement to any domestic or foreign corporation or
          other business entity, providing that such transferee agrees to be
          bound by all of the terms hereof and is the holder of the Trademark in
          the Territory.  When Licensor wishes to sell, transfer, lease or
          assign its rights and interests in this Agreement, Licensor shall do
          so on notice to Licensee.

               17.4 CERTAIN DEFINITIONS.  For purposes of this Article 17, the
          following terms shall have the following respective meanings:

               'DESIGNEE' shall mean an affiliate or affiliates of Licensor
          designated by it.

               'IPO' shall mean the closing of a public offering of any Pepe
          Europe Shares pursuant to a registration statement under the
          Securities Act of 1933, as amended (the 'Securities Act'), or any
          similar securities laws of any foreign jurisdiction.

               'PEPE EUROPE BUSINESS' shall mean the business conducted by
          Licensee under this Agreement, or, if this Agreement shall have been
          assigned to another affiliate of PJLC, by such affiliate.

               'PEPE EUROPE SHARES' shall mean the shares of capital stock of
          Licensee, or such other affiliate of PJLC or Licensee as shall then be
          conducting the Pepe Europe Business, having the right generally to
          vote in the election of directors of such Licensee or such affiliate,
          as the case may be.

                                      -4-

 
               'THIRD PARTY' shall mean any individual, corporation,
          partnership, joint venture, trust or other entity that is not an
          affiliate of PJLC or Licensee.

               17.5  INITIAL PROHIBITION ON TRANSFERS.  Subject to Paragraph
          17.11, during the period beginning May 8, 1998 until May 8, 2000 (the
          'Initial Restriction Period'), without the prior written consent of
          Licensor, which consent may be withheld by Licensor in its sole and
          absolute discretion, PJLC shall not, and shall cause Licensee and its
          affiliates not to, directly or indirectly, (i) offer, sell, contract
          to sell, sell any option or contract to purchase, purchase any option
          or contract to sell, grant any option, right or warrant to purchase or
          otherwise dispose of any Pepe Europe Shares or (ii) enter into any
          swap or other arrangement that transfers to another, in whole or in
          part, any of the economic consequences of ownership of any Pepe Europe
          Shares, whether any such transaction described in clause (i) or (ii)
          above is to be settled by delivery of shares of capital stock, in cash
          or otherwise (any such transaction, whether or not for consideration,
          being referred to herein as a 'Transfer'). The issuance of Pepe Europe
          Shares to other than the existing shareholders or their affiliates
          shall be deemed to be a Transfer of those Pepe Europe Shares for the
          purposes of this Article 17.

               17.6  NO TRANSFER OF GREATER THAN 50% WITHOUT CONSENT.  From and
          after the Initial Restriction Period until the first anniversary of an
          IPO, without the prior written consent of Licensor, which consent may
          be withheld by Licensor in its sole and absolute discretion, PJLC
          shall not, and shall cause Licensee and its affiliates not to,
          Transfer, in one or a series of transactions, an aggregate of 50% or
          more of the Pepe Europe Shares to any Third Party or Third Parties.

               17.7  RIGHT OF FIRST REFUSAL ON CERTAIN TRANSFERS OF LESS THAN
          50%.  (a)  From and after the Initial Restriction Period, if PJLC or
          Licensee or any of its affiliates shall propose to Transfer to any
          Third Party less than 50% of the Pepe Europe Shares other than
          pursuant to an IPO, PJLC shall, in accordance with the provisions of
          subparagraph (b) hereof, first offer to Transfer the same to Licensor
          (or its Designee).

               (b)  The offer shall be made by sending to Licensor a notice (the
          'Offering Notice') setting forth: (i) the number of Pepe Europe Shares
          proposed to be Transferred; (ii) that PJLC has received a bona fide
          written offer from a prospective purchaser of said Pepe Europe Shares;
          (iii) the name and address of the prospective purchaser; (iv) the
          terms and conditions of such proposed transaction; and (v) that PJLC
          is offering to transfer the said Pepe Europe Shares to Licensor (or
          its Designee) on the same terms and conditions as contained in the
          bona fide offer.

                                      -5-

 
               (c)  Licensor (or its Designee) may elect to purchase all of the
          Pepe Europe Shares so offered by giving written notice of such
          acceptance to PJLC within thirty (30) days after the date the Offering
          Notice was received by Licensor.

               (d)  Each acceptance made hereunder shall constitute a separate,
          binding contract obligating PJLC to transfer, and Licensor (or its
          Designee) to purchase, the Pepe Europe Shares accepted at the price
          and upon the terms and conditions as set forth in the Offering Notice.
          The transaction shall be closed at such place as shall have been
          designated in the Offering Notice, not later than sixty (60) days
          after the date the Offering Notice was given as such period may be
          extended by any applicable waiting periods required by the Hart-Scott-
          Rodino Antitrust Improvements Act of 1976, as amended (the 'HSR Act'),
          or any other applicable law. At the closing, PJLC shall deliver to
          Licensor (or its Designee) such Pepe Europe Shares, together with duly
          executed and acknowledged instruments of assignment and transfer, and
          simultaneously therewith Licensor (or its Designee) shall pay PJLC for
          such Pepe Europe Shares in accordance with the terms of the Offering
          Notice. Such other instruments shall be executed and delivered at the
          closing as shall be called for by the terms of the Offering Notice.

               (e)  If all of the Pepe Europe Shares so offered shall not be
          accepted by Licensor (or its Designee) in the manner and within the
          period herein provided, the offer shall be deemed revoked and
          cancelled as though never made.  In such event, PJLC shall have the
          right, within sixty (60) days after the expiration of the thirty (30)
          day period required for acceptance (as such period may be extended by
          the applicable requirements of the HSR Act or other applicable laws),
          to Transfer the Pepe Europe Shares to the Third Party designated in
          the Offering Notice, at the price and upon the terms and conditions
          set forth therein and such Third Party shall be entitled to receive
          such Pepe Europe Shares free of all restrictions of this Agreement.
          If, for any reason whatsoever, such transaction is not consummated
          within the said sixty (60) day period (as so extended, if applicable),
          the Pepe Europe Shares so offered shall remain subject to the
          restrictions of this Agreement and PJLC may not otherwise Transfer the
          Pepe Europe Shares, or any part thereof, without again first complying
          with the provisions of this Article 17.

               17.8  RIGHT OF FIRST OFFER ON IPO.  (a) From and after the
          Initial Restriction Period, if PJLC or Licensee (or such other
          affiliate of PJLC or Licensee as shall then be conducting the Pepe
          Europe Business) proposes to Transfer in an IPO less than 50% of the
          Pepe Europe Shares then outstanding (after giving effect to any
          primary issuance of Pepe Europe Shares in the proposed IPO), it shall
          first give written notice of such proposed IPO to 

                                      -6-

 
          Licensor (the 'IPO Notice'), which notice shall specify the number of
          Pepe Europe Shares proposed to be Transferred in the IPO. Licensor
          may, within thirty (30) days of receipt of the IPO Notice, give
          written notice to PJLC of Licensor's (or its Designee's) irrevocable
          offer to purchase all, but not less than all, of the Pepe Europe
          Shares then outstanding (the 'Licensor Offer'), which Licensor Offer
          shall set forth the price proposed to be paid per Pepe Europe Share.

               (b) PJLC shall have the right to accept the terms of the offer
          contained in the Parent Offer by giving written notice (the 'Offer
          Acceptance') to Licensor within thirty (30) days after the date the
          Licensor Offer was received.  The transaction shall be closed at such
          place as shall have been designated in the Licensor Offer, not later
          than sixty (60) days after the date the IPO Notice was given as such
          period may be extended by any applicable waiting periods required by
          the HSR Act or any other applicable law.  At the closing, PJLC shall
          deliver to Licensor (or its Designee) all of the outstanding Pepe
          Europe Shares duly executed and acknowledged instruments of assignment
          and transfer, and simultaneously therewith Licensor (or its Designee)
          shall pay PJLC for such Pepe Europe Shares at the purchase price per
          Pepe Europe Share specified in the Licensor Notice.

               (c)  In the event that PJLC rejects the offer contained in the
          Licensor Offer or does not give the Offer Acceptance within the thirty
          day period required for such acceptance, PJLC or Licensee (or such
          other affiliate of PJLC or Licensee as shall then be conducting the
          Pepe Europe Business) shall have the right, within six months after
          the expiration of the thirty (30) day period referred to in
          subparagraph (a) above, to consummate the IPO as specified in the IPO
          Notice at a price to public per share equal to not less than 110% of
          of the price per share specified in the Licensor Offer.

               (d)  In the event that Licensor shall not have given the Licensor
          Offer within the thirty (30) day time period referred to in
          subparagraph (a) above, PJLC or Licensee (or such other affiliate of
          PJLC or Licensee as shall then be conducting the Pepe Europe Business)
          shall have the right, within six months after the expiration of the
          thirty (30) day period required by subparagraph (a) above, to
          consummate an IPO with respect to no greater than that number of Pepe
          Europe Shares as specified in the IPO Notice, and the Pepe Europe
          Shares sold in the IPO shall thereafter be free of all restrictions of
          this Agreement.  If, for any reason whatsoever, such IPO is not
          consummated within the said six month time period, the Pepe Europe
          Shares shall remain subject to the restrictions of this Agreement and
          PJLC may not otherwise Transfer the Pepe Europe Shares, or any part
          thereof, without again first complying with the provisions of this
          Agreement.

                                      -7-

 
               17.9  CALL RIGHT FOLLOWING IPO.  (a)  From and after the six
          month anniversary of the IPO until the first anniversary thereof,
          Licensor (or its Designee) shall have the right to purchase all, but
          not less than all, of the then outstanding Pepe Europe Shares, other
          than those Pepe Europe Shares which shall have theretofore been
          Transferred in the IPO in accordance with subparagraph (b) below.

               (b)  Licensor (or its Designee) may exercise such right by giving
          written notice of such exercise to PJLC (the 'Call Notice').  The
          transaction shall be closed at such place as shall have been
          designated in the Call Notice, not later than sixty (60) days after
          the date such Call Notice was given as such period may be extended by
          any applicable waiting periods required by the HSR Act or any other
          applicable law.  At the closing, PJLC shall deliver to Licensor (or
          its Designee) the Pepe Europe Shares subject to the Call Notice
          together with duly executed and acknowledged instruments of assignment
          and transfer, and simultaneously therewith Licensor (or its Designee)
          shall pay PJLC for such Pepe Europe Shares a purchase price per Pepe
          Europe Share equal to the average closing market price (as reported on
          the principal securities exchange on which the Pepe Europe Shares are
          then listed) of the Pepe Europe Shares over the thirty (30) trading
          day period ending on the last trading day prior to the date that the
          Call Notice was given.

               17.10  OTHER PERMITTED TRANSFERS.  From and after the first
          anniversary of an IPO, PJLC or Licensee (or such other affiliate of
          PJLC or Licensee as shall then be conducting the Pepe Europe Business)
          shall have the right to Transfer Pepe Europe Shares (a) in a public
          offering pursuant to a registration statement under the Securities
          Act, (b) pursuant to Rule 144 promulgated under the Securities Act,
          (c) pursuant to the securities laws of a foreign jurisdiction in a
          transaction that does not violate the Federal securities laws of the
          United States or (d) to a Third Party; provided that prior to any
          Transfer pursuant to clause (d) above, PJLC shall first have first
          offered to sell such Pepe Europe Shares to Licensor and shall have
          complied with the provisions of subparagraphs (b) through (e) of
          Paragraph 17.7 with respect to the Pepe Europe Shares proposed to be
          so Transferred.

               17.11  RESTRICTIONS ON TRANSFERS TO AFFILIATES.  During the term
          of this Agreement, any Transfer of Pepe Europe Shares to an affiliate
          of PJLC shall be subject to the prior written consent of Licensor,
          which consent shall not be unreasonably withheld, provided that the
          transferee pursuant to any such Transfer shall agree in writing to be
          bound by the terms of this Agreement as and to the extent that PJLC
          was so bound prior to such Transfer.

               17.12  ACCESS TO INFORMATION. During the term of this Agreement,
          PJLC shall, and shall cause Licensee and its affiliates to, afford to
          the 

                                      -8-

 
          representatives of Licensor (and its Designee) reasonable access to
          the business and financial records of Licensee or such affiliate of
          PJLC or Licensee as is then conducting the Pepe Europe Business,
          including financial projections prepared by the management of Licensee
          or such affiliate, during normal business hours, in order that
          Licensor may have full opportunity to make such investigations as
          Licensor desires in connection with the exercise of its rights under
          this Article 17.'

               11. Except as modified hereby, all other paragraphs contained in
  the License Agreement shall remain in full force and effect and nothing
  contained herein shall alter them in any way and they are hereby in all
  respects ratified and affirmed.

               12. This Amendment may be executed in two (2) or more
  counterparts, each of which shall be deemed an original, but all of which
  together shall constitute one and the same document.

               13. This Amendment shall be interpreted and construed in
  accordance with the laws of the State of New York with the same force and
  effect as if fully executed and to be performed therein.

               14. The parties hereby consent to the jurisdiction of the United
  States District Court for the Southern District of New York and any of the
  courts of the state of New York in any dispute arising under this Amendment
  and agree further that service of process or notice in any such action, suit
  or proceeding shall be effective if in writing and delivered in person or sent
  as provided in Section 20.1 of the License Agreement.

                                      -9-

 
               IN WITNESS WHEREOF, Licensor, Licensee and PJLC have signed this
     Amendment as of the date first written above.

 

                                    TOMMY HILFIGER LICENSING, INC.


                                    /s/ Virginia M. Cleary
                                    By:     Virginia M. Cleary
                                    Title:  Assistant Secretary

 

                                    TOMMY HILFIGER EUROPE B.V.

 
                                    /s/ Sydney R. Neil
                                    By:     Sydney R. Neil
                                    Title:  Director

 

                                    PEPE JEANS LONDON CORPORATION

 
                                    /s/ Lawrence S. Stroll
                                    By:     Lawrence S. Stroll
                                    Title:  Group CEO